Amended Quarterly Report (10-q/a)
August 11 2015 - 5:20PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
Commission File Number 001-32335
___________________________
HALOZYME THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
___________________________
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Delaware | | 88-0488686 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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11388 Sorrento Valley Road, San Diego, CA | | 92121 |
(Address of principal executive offices) | | (Zip Code) |
(858) 794-8889
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ý | Accelerated filer ¨ | | Non-accelerated filer ¨ | Smaller reporting company ¨ |
| | | (Do not check if a smaller reporting company) | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
The number of outstanding shares of the registrant’s common stock, par value $0.001 per share, was 127,771,772 as of August 6, 2015.
Explanatory Note
We are filing this Amendment No. 1 (the “Amendment No. 1”) to the Quarterly Report on Form 10-Q for Halozyme Therapeutics, Inc. for the period ended June 30, 2015, filed with the Securities and Exchange Commission on August 10, 2015 (the “Form 10-Q”), solely to correct a typographical error related to the number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of August 6, 2015 from 12,771,772 shares to 127,771,772 shares. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment No. 1.
This Amendment No. 1 contains only the sections and exhibits to the Form 10-Q that are being amended and should be read in conjunction with the Form 10-Q. Other than as stated above, this Amendment No. 1 does not otherwise change or update the disclosures or financial information set forth in the Form 10-Q as originally filed and does not otherwise reflect events occurring after the original filing of the Form 10-Q.
PART II – OTHER INFORMATION
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31.1 | | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended |
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31.2 | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | Halozyme Therapeutics, Inc., a Delaware corporation |
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Dated: | August 11, 2015 | | /s/ Helen I. Torley, M.B. Ch.B., M.R.C.P. |
| | | Helen I. Torley, M.B. Ch.B., M.R.C.P. President and Chief Executive Officer (Principal Executive Officer) |
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Dated: | August 11, 2015 | | /s/ Laurie D. Stelzer |
| | | Laurie D. Stelzer Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
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EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Helen I. Torley, M.B. Ch.B., M.R.C.P., Chief Executive Officer of Halozyme Therapeutics, Inc. certify that:
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1. | I have reviewed this Amendment No. 1 to Quarterly Report on Form 10-Q of Halozyme Therapeutics, Inc.; |
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2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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Dated: | August 11, 2015 | | | | | /s/ Helen I. Torley, M.B. Ch.B., M.R.C.P. |
| | | | | | Helen I. Torley, M.B. Ch.B., M.R.C.P |
| | | | | | President and Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Laurie D. Stelzer, Chief Financial Officer of Halozyme Therapeutics, Inc. certify that:
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1. | I have reviewed this Amendment No. 1 to Quarterly Report on Form 10-Q of Halozyme Therapeutics, Inc.; |
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2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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Dated: | August 11, 2015 | | | | | /s/ Laurie D. Stelzer |
| | | | | | Laurie D. Stelzer |
| | | | | | Senior Vice President and Chief Financial Officer |
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